Spider-Men: An AmazingUltimate crossover
by spideyboy487
Summary: When The Amazing Spider-Man is accidentally taken into an alternate world where he meets a younger, different Spider-Man, things get out of hand as Doctor Octopus introduces his new plan to take down the Spider-Men. That plan involves a certain six super-villains who all hate Spider-Men.
1. Chapter 1

_All rights go to Marvel™ _

**Spider-Men: An Amazing/Ultimate Crossover  
Chapter One**

The Amazing Spider-Man swung around the corner of the building and kicked his green costumed nemesis, Electro. Electro zipped across the sky and stopped in front of a large electric sign advertising Spider-Man as a menace, again.  
"All I wanted to do was steal a little money to pay for some debts but no! You had to intervene!" Electro blasted Spider-Man as he stuck to the wall of a nearby wall. Spider-Man fell toward the ground of Time Square. He sent a web upward to stop his fall. Electro sent bolts of electricity at him and he dodged it just in time.  
"I've had four years to hone my skills, Max. I know your moves." Spider-Man webbed him in the eyes. "You got something in your eye." Spider-Man laughed as Electro sent a huge beam of electricity at Spider-Man. He went flying through the window of a nearby coffee shop that had long been shut.

Peter Parker said goodbye to his Aunt May as he left his house to go on patrol. It had been three months since he had turned into the Ultimate Spider-Man.  
Peter pulled his self-made costume on and jumped off of the building. He swung through a street and turned around the next street. He saw a few guys pushing around some other guy. He noticed one of them as Herman Schultz AKA The Shocker.  
"Herman! I see you still haven't changed from your purple outfit eh?" Spider-Man dropped to the ground and punched the first guy. He rebounded of his chest and landed behind the next guy. He put his hands on his shoulders and hoisted himself on to his shoulders. He was blasted off by Herman.

Electro blasted Spider-Man into a vacant warehouse. Spider-Man stood up and shot a line of webbing at Electro and pulled him towards himself. He kicked him across the face. Electro accidentally sent a bolt of electricity at a small control panel. A large blue beam opened up and Spider-Man started getting sucked into it. He stuck to the floor using his wall crawling ability.  
Electro was pulled through the large tornado-like beam.  
"Max!" Spider-Man was pulled off the floor. He sent a line of webbing at the wall but it missed and he was sucked through.

Spider-Man kicked Shocker against a car and knocked him out with a punch. He made sure the man was okay before continuing patrol.  
Spider-Man saw a large blue beam protruding from the roof of a warehouse. A silhouetted figure flew out of the beam in a streak of electricity.  
"Looks like trouble." Spider-Man web spun towards the beam.

Spider-Man stood up as the blue beam deactivated. His spider sense went off and he stuck to the ceiling. Someone in the exact same costume came into the warehouse. He was shorter and smaller though. It couldn't be Chameleon, he was too small.  
He looked up and Spider-Man jumped down.  
"Imposter!" They said in unison.  
"What?" They said again.  
The Spider-Men both jumped at each other. Amazing threw Ultimate to the ground and webbed him up. Ultimate broke open the webs and went for a punch.  
"Spider-Sense!" Amazing said as he caught the punch and kicked him.  
"Stick-em powers!" Ultimate jumped onto the roof and sprayed web at his arms and pulled him up. He then dropped him.  
They both stood facing each other.  
"Who are you?" They said together.  
"Who am I?" They said again.  
"Well I am Spider-Man!" They said once again.  
"No I am!" Amazing said.  
"No, I am!" Ultimate said.  
"You're too short." Amazing said.  
"You're too big." Ultimate replied.  
A man with long hair draped over his face walked in. He had four mechanical arms attached to his body.  
"Doc! You outgrew your hair!" Amazing laughed.  
"Who's this clown?" Ultimate said.  
"Fool! Do you know what you have opened my portal from the other side!" Doctor Octopus said.  
"So this is younger me?" Amazing asked him.  
"No, they are alternate dimensions. Everyone is different here. I have been communicating with your worlds Doctor Octavius to take down this pest!" Doc Ock exclaimed. "And I finally know how to do it! Spider-Men, meet the Ultimate Six!"  
Ultimate Spider-Man watched as his six deadliest enemies, Rhino, Green Goblin, Electro, Sandman and Kraven the Hunter all walked out of a large door frame. And they were all looking at him.  
"Oh boy." They both said.


	2. Chapter 2

_All rights go to Marvel™ __**Caution: **__This is Chapter Two, please read Chapter One first._

**Spider-Men: An Amazing/Ultimate Crossover  
Chapter Two**

The Ultimate Spider-Man looked at his six worst enemies.  
"Is that the hulk?" Amazing pointed at the Green Goblin.  
"That's the Green Goblin." Ultimate replied.  
"It is different to your world. For example, Rhino's suit is completely robotic and he can take it off with ease. Kraven has turned himself into a wolf like creature. Electro is…blue." Doctor Octopus explained.  
"They both look the same to me." Sandman said.  
Amazing shot a web ball at Green Goblin's eyes. He yelled and threw fireballs around randomly.  
"Stop! The lab will come down and this new Spider-Man will not be able to get home!" Doctor Octopus sent two mechanical arms to catch falling debris.  
"He's right…get them outside." Amazing told Ultimate.  
Ultimate jumped and stuck a web-line to the ceiling. He kicked Kraven through a window. Doctor Octopus was too busy with debris to help the rest of the Ultimate Six.  
Amazing jumped in front of Rhino. "So what can you do that my Rhino can't?"  
Rhino stared at him and sent a punch. Amazing ducked and launched at his chest. He bounced off.  
"Well that's not new." Amazing landed. His spider sense went off and he did a backflip as The Green Goblin accidentally tackled Rhino out of the large open door.  
"Well you guys are still stupid." Amazing turned and saw Ultimate fighting Electro, Sandman and Kraven.  
Amazing turned and ran towards them. His spider sense went off and he did a power slide as Doctor Octopus swung a tentacle at him. Spider-Man shot a web at one of his arms and threw him outside.  
"I got years more of experience Doc!" Amazing swung outside and landed in front of Green Goblin, Rhino and Doctor Octopus.  
"But there are three of us." Octavius said. All of them laughed.

Spider-Man kicked Kraven across the face. Electro grabbed him from behind and zapped him.  
"I can't believe I have met six villains in three months." Spider-Man through Electro at Sandman and he collapsed into a pile of sand. Ultimate laughed.  
Sandman absorbed the sand on the ground and rose to be triple the size of Rhino.  
"Well crap." Ultimate shot a web at him and it went straight through.  
Electro sent bolts of electricity at Spider-Man and Sandman collapsed on him. Kraven dug through the sand quickly. Spider-Man punched him in the jaw. Kraven grunted and went to bite him. He put his hand on his forehead and held him back.  
"Poo-wee!" He yelled and used his other fist to punch him. He kicked Kraven back and was immediately grabbed by Sand-Man. He locked his hands together and made the sand hard. He couldn't escape.  
Electro continually punched him with both hands.  
"Let me at him!" Kraven shoved Electro away and punched him. He punched him a few times in the gut.  
Ultimate howled in pain. Out of nowhere, the other Spider-Man came flying and hit the ground with a loud thump.  
"Ouch." He said. He sent a web at Kraven's leg and pulled him down. Amazing sent a web to Electro and threw him at Sandman's back. Sandman let go of Ultimate. Ultimate punched him in the face and he fell down.  
Ultimate punched Electro and kicked him up against the wall. He punched him twice and webbed him in a cocoon.  
"Don't move." Rhino came barging through the wall. Electro went flying and Ultimate stuck to Rhino's chest.  
"Sup." He said. He webbed his eyes and jumped off.  
Rhino ran into a large tree rising high over the warehouse. He turned to face Amazing.  
"You!" He yelled and ran at him.  
"Me!" Amazing ran and slid under his legs. He used webs to trip him. He jumped on his back. The Green Goblin landed I front of them and went to smash Amazing. Amazing jumped off and he hit Rhino.  
The suit made a buzzing noise and deactivated.  
The Goblin threw a ball of fire at Amazing which was easily dodged.

Ultimate crawled onto the roof of the warehouse. Doctor Octopus was typing away at a computer connected to the portal.  
"Octavius!" Spider-Man hung upside down on a web. "What are you doing?"  
"Destroying the portal." He laughed.  
He grabbed a lever with his mechanical arm. Ultimate shot a web at the arm and pulled it. He tripped slightly.  
Ultimate swung down and shot two webs at his body. He pulled him from the table he was operating on. He went to punch him but the punch was dodged and he was sent hurtling out the door. He looked up from his position. Octavius pulled the lever.  
"No!" Ultimate sent a web at Doctor Octopus but it was too late. The base of the portal exploded. Octavius deflected the small pieces of debris with the arms.  
"No…" Ultimate whispered to himself.

_To be continued… _


	3. Chapter 3

_All rights go to Marvel™ _

**Spider-Men: An Amazing/Ultimate crossover  
Chapter Three**

Ultimate left the unconscious Doctor Octopus laying at the side of the warehouse. The rest of the six had escaped.  
Amazing stumbled in. "Thanks for helping."  
"It's gone." Ultimate looked at the remains of the portal.  
"What happened?" Amazing asked.  
"It was destroyed. You can't go home." Ultimate told him.  
"Electro came with me. _My _Electro." Amazing told him.  
"Okay…I'll look for him, you know the city best. Try and find a way that you can get home." Ultimate told him. "What's he look like?"  
"Green tights, yellow mask in the shape of electricity." Amazing told him before swinging off.  
"Green tights, really?" He looked at himself. "I would have gone with red."

Spider-Man landed on the roof of his house.  
"Well the house is in the same place, looks different though."  
Amazing went through his bedroom window quietly.  
"Where's my computer?" He asked himself. He looked around.  
Amazing picked up a picture. It was his Uncle Ben, although he looked completely different. It said 'RIP' on the side.  
"So not everything is different." Spider-Man put it down.  
Amazing opened the door and walked down slowly. He heard someone sobbing. He stuck to the ceiling.  
"Aunt May…" He looked at her. She also looked different. She held a picture of Uncle Ben.  
Amazing went to the basement and descended. He flicked a switch and there were chalk boards, pieces of equipment and a computer.  
"Alright. Now to attempt to contact SHIELD."

Ultimate stood on the edge of the Daily Bugle, a street from Times Square.  
"This is boring." Ultimate swung to the next building and ran across. His spider-sense went off. He ducked and Electro flew over him.  
"Hey." Spider-Man waved.  
"Spider-Man! I'm not interested in a fight." He said.  
"Well that's new." Spider-Man leaned on a vent.  
"How did we get here? How can we get back? Where is 'here'" Electro asked.  
"How can I explain this…I am not Spider-Man, well I am…I am not your Spider-Man. Well not your Spider-Man but your worlds Spider-Man. This is a different dimension." Spider-Man explained.  
"What?" Electro asked.  
A dart was shot into Electro's neck. He fell over the building side.  
Spider-Man jumped off and caught him about three metres from the ground. He spun a web and they were on top of the building. He laid him down and looked back. Kraven stood on the other building. He jumped across and pounced. His spider-sense went off. He ducked as Doctor Octopus swung a tentacle out. Kraven ducked and grabbed Spider-Man. He clawed at him and got his cheek.  
He kicked him off and jumped up. He shot web into Octavius' eyes. Even though he was blind, the tentacles grabbed Spider-Man and tossed him off of the building. The Green Goblin landed on the building top leaving a large crack mark.  
"Take Electro to my lab." Octavius told him. Goblin nodded and leapt from the building top.  
An arrow flew into his side as he jumped and it exploded. Goblin went sailing down about to hit the road and Amazing caught Electro and put him on the roof. Agent Hawkeye of SHIELD zip lined across the building to them. He had his usual purple attire on.  
"You have a different costume to my Hawkeye. His is like a superhero costume and yours has the 'no top of the mask' look." Amazing said.  
"We have no time." A dart flew into Kraven's neck and he fainted. Doctor Octopus climbed down the side of the building.  
"What…who?" Ultimate looked at Kraven.  
"Nice shot." Hawkeye held a hand to his ear.  
"Black Widow." Amazing said. He ran off the building in pursuit of Doctor Octopus.  
"Who are you?" Ultimate asked him.  
"I'm Hawkeye, with SHIELD." He told him.  
"SHIELD?" He asked.  
"Strategic Hazard Intervention Espionage Logistics Directorate." Hawkeye told him. "Basically, we are super-secret people who do stuff you can't."  
Ultimate shot a web over to the next building. "Can you do that?"  
Hawkeye held a gun out and shot it at a large building next to them. He swung off it and landed on a hovering vehicle looking like a motorbike without wheels.  
"Show off." Ultimate started running and his spider-sense went off. Sandman rose up in the middle of Times Square larger than the tallest building.  
"Fee-Fi-Fo-Fum." He roared in a very deep voice.

_To be continued…_


	4. The Grand Finale

_All rights go to Marvel™_

**Spider-Men: An Amazing/Ultimate Crossover  
The Final Chapter**

Sandman punched Hawkeye's sky cycle as he jumped from it. The Amazing Spider-Man swung around and grabbed him. He placed him on a rooftop.  
"You didn't need to save me." Hawkeye insisted.  
"What was the point in flying around on your air bike thingy?" He wondered.  
"It's a skycycle." Hawkeye told him.  
His spider-sense went off as a gigantic fist of sand came down for them. Hawkeye sent and arrow into is arm and the sand exploded and rained upon them lightly.  
Black Widow appeared behind them. "SHIELD are on their way. Spider-Man is blocking all roads into this intersection."  
"No I'm not." Amazing laughed.  
She looked at him blankly. "Nick Fury believes he can take you and Electro back home."  
"Cool. Now we need heaps of water." Spider-Man jumped up and was intercepted by the Green Goblin. He was tackled to the ground.

Hawkeye contacted SHIELD and organized helicopters with hoses attached to them.

Ultimate swung up the street and kicked Green Goblin off of his older counterpart. Sandman went to stomp on the Spider-Man but they both jumped out of the way. Ultimate Electro flew down and sent beams of electricity at the two Spider-Men.  
Amazing dodged it but Ultimate was blasted into a nearby window of a comic book store.  
Green Goblin faced Hawkeye. He threw fireballs at him. Hawkeye dodged all of them and shot an arrow into his leg.  
He tossed his head back and laughed.  
But then he started shrinking. Norman Osborn laid on the road, asleep.  
Hawkeye grabbed him and looked over to the Spider-Man who kept dodging clumps of sand thrown by Sandman.

Doctor Octopus helped Alexander O'Hirn into the new Rhino suit Doctor Octopus made for him.  
"It isn't as good as the one you originally stole, but it will suffice." Octavius told him. "It operates the same way."  
Alex got in the suit and Octavius powered it up.  
"Right arm." Octavius told him.  
He punched with his right arm.  
"Left arm."  
He punched with his left.  
"Right leg,"  
"Yeah, yeah." Rhino said in a mechanical voice. He ran at high speeds out of the lab.

Ultimate Spider-Man swung into Kraven and he went flying into Sandman's path. He was hit and went flying across the street into a web blocking the street.  
"Where are these helicopters!?" Ultimate said as he was hit by a large rock and thrown back.  
Sandman roared as a helicopter came. Another, and another. Suddenly there were six helicopters hovering around Sandman. Sandman sent a huge arm at the first helicopter. The helicopter went down.  
Amazing cursed and went straight for the helicopter. He stuck to the side and climbed inside. He through the pilot and the agent manning the hose out of the large sliding door to the side. He spun a web so they landed safely.  
He jumped out and shot two webs, one on either end of the helicopter. He let go and flung into the side. He managed to kick it into Sandman. The propellers tore through the sand in his gigantic sand head and the sand showered onto the asphalt. The other helicopters sprayed streams of water on Sandman. He started dissolving. He shrunk into human size and knelt in the middle of the intersection. Mud covered him, but he had transformed into a solid, human form before he could turn into a muddy puddle.  
He looked up. Ultimate stood there and punched him. He was knocked out.  
"Electro and Osborn escaped." Hawkeye told them.  
"We need to find out where Doc Ock's lab is." Amazing told them. "I need Electro before we can leave."  
"Director Fury knows where he is." Black Widow told them.  
"That was easy." Ultimate said as the ground shook.  
Rhino came running at them with webs covering his front. Obviously from the road block Ultimate had spun up. Police cars were starting to flood the area.  
Hawkeye cursed.  
"We'll handle this, you get Electro back." Ultimate told his older, different self.  
Hawkeye chucked Amazing a small tracking device before shooting a few arrows at Rhino.  
"Righto." Amazing said before swinging off to get his nemesis.

Amazing swung into the lab and kicked Doctor Octopus from behind. He used his metal tentacles to stop the fall.  
"How did you find me?"  
Amazing swung and kicked him into the wall. "I would make a joke, but I want to go home."  
"Fool." Octavius said before Spider-Man punched him and he fainted.

Hawkeye shot an arrow into Rhino's back and opened it up revealing complicated circuitry. Ultimate swung in on a web and jumped onto his back.  
"Well this looks important." Ultimate pulled a large line of cables and the suit ran into a building and toppled to the ground. Spider-Man got Alex out of the suit and cuffed his hands behind his back with webbing. The police took him and Sandman.  
"Make sure you keep a glass of water around." Ultimate said jokily to the police.  
Amazing landed next to him followed by Electro.  
"This is Electro?" Black Widow asked.  
"Who are you? Leather Girl?" Electro retorted.  
"Names Natasha." She holstered her gun.

Amazing and Electro stood next to the portal. Nick Fury walked up to them. "Before you go," he asked Amazing. "What's the other Nick Fury like?"  
"Well, he's white." Amazing laughed.  
"Okay then."  
They stepped through the portal. They appeared in the warehouse. The portal deactivated.  
"Well that was…eventful." Spider-Man said. Electro zapped him across the room and flew off at high speed.  
Spider-Man sat up. "Oh yes. Back to this." Spider-Man chuckled and swung out of the warehouse in pursuit of Electro.

_What did you think of the whole thing? Please review! That would be incredibly appreciated. Keep an eye out for a few more stories to come, because I assure you, this is not the last you have read of my stories!_


End file.
